SCHEDULE 13D
(RULE 13D-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
ARV ASSISTED LIVING, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
00204C107
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(CUSIP Number)
Marjorie L. Reifenberg, Esq. Lee S. Parks, Esq.
Lazard Freres Real Estate Investors Fried, Frank, Harris, Shriver &
L.L.C. Jacobson
30 Rockefeller Plaza One New York Plaza
New York, New York 10020 New York, New York 10004
(212) 632-6000 (212) 859-8000
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
February 18, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 2 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Prometheus Assisted Living LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,595,069 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
7,595,069 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,595,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 3 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LF Strategic Realty Investors II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,345,069 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
8,345,069 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,345,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 4 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II Alternative Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,595,069 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
7,595,069 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,595,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 5 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II - CADIM Alternative Partnership L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,595,069 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
7,595,069 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,595,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 6 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres Real Estate Investors L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,345,069 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
8,345,069 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,345,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 7 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lazard Freres & Co. LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO, BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 8,345,069 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
8,345,069 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,345,069 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 00204C107 PAGE 8 OF 12 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LFSRI II Assisted Living LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 750,000 shares of Common Stock
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH -0-
10 SHARED DISPOSITIVE POWER
750,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON
OO
This Amendment No. 18 to Schedule 13D is filed by Prometheus Assisted
Living LLC, a Delaware limited liability company ("Prometheus"), LF
Strategic Realty Investors II L.P., a Delaware limited partnership, LFSRI
II Alternative Partnership L.P., a Delaware limited partnership, LFSRI
II-CADIM Alternative Partnership L.P., a Delaware limited partnership,
Lazard Freres Real Estate Investors L.L.C., a New York limited liability
company ("LFREI"), LFSRI II Assisted Living LLC, a Delaware limited
liability company, and Lazard Freres & Co. LLC, a New York limited
liability company. Capitalized terms used herein but not defined shall have
the meanings ascribed thereto in the Schedule 13D, as amended, originally
filed by Prometheus and LFREI on July 23, 1997 (as amended, the "Initial
Schedule 13D"). The Initial Schedule 13D is hereby amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended to add the following information to the table
contained in Schedule 2 (Management Committee of Lazard Freres & Co. LLC)
to the Initial Schedule 13D:
Name Principal Occupation
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Charles Stonehill Managing Director and
(citizen of the United States and Head of Global Capital Markets of
the United Kingdom) Lazard Freres & Co. LLC
The references to Andrew E. Zobler and his principal occupation
contained in Schedule 1 (Executive Officers and Members of Investment
Committee of Lazard Freres Real Estate Investors L.L.C.) of the Initial
Schedule 13D are hereby deleted in their entirety.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to add the following:
Assisted Living, Inc. (the "Company") has outstanding 6-3/4%
Convertible Subordinated Notes due 2006 (the "Notes") issued under the
terms of an Indenture (the "Indenture"), dated as of April 3, 1996, between
the Company and The Chase Manhattan Bank, N.A., as trustee. Under the terms
of the Indenture, after the completion of the merger (the "Merger")
contemplated by the Agreement and Plan of Merger (the "Agreement"), dated
as of January 3, 2003, by and among Prometheus, Jenny Merger Corp. and the
Company, the Notes will no longer be convertible into shares of the
Company's common stock. Instead, upon conversion of any Note, the holder of
such Note will receive an amount equal to $3.90, the consideration being
paid for each share of the Company's common stock under the Agreement,
multiplied by the number of shares of the Company's common stock into which
the Note was convertible prior to the Merger, without interest.
The terms of the Indenture and the Notes would require the Company,
within 30 days after completion of the Merger, to mail to each holder of a
Note an offer (a "Change of Control Offer") to repurchase all or any
portion of the holder's Notes at a purchase price equal to 101% of the
principal amount of the holder's Notes plus accrued and unpaid interest.
Under the terms of the Indenture, the Company has the right, at any time,
to redeem all or a portion of the Notes then outstanding at the following
redemption prices (expressed as percentages of the principal amount),
together with accrued interest to the redemption date, if redeemed during
the twelve month period beginning April 1:
YEAR REDEMPTION PRICE
---- ----------------
2002 102.700%
2003 102.025%
2004 101.350%
2005 100.675%
Prometheus presently intends to cause the Company to redeem promptly
after the completion date of the Merger all of the outstanding Notes at the
applicable redemption price set forth above instead of making a Change of
Control Offer.
In addition, prior to the completion of the Merger, Prometheus or one
of its affiliates may, with the approval of the board of directors of the
Company (the "Board") and the special committee of the Board, purchase
outstanding Notes in open market or privately negotiated transactions.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 18, 2003
PROMETHEUS ASSISTED LIVING LLC
By: LF Strategic Realty Investors II L.P.,
LFSRI II Alternative Partnership L.P., and
LFSRI II-CADIM Alternative Partnership L.P.,
its managing members
By: Lazard Freres Real Estate Investors L.L.C.
its general partner
By: /s/ John A. Moore
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Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LF STRATEGIC REALTY INVESTORS II L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
----------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LFSRI II ALTERNATIVE PARTNERSHIP L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
---------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LFSRI II-CADIM ALTERNATIVE PARTNERSHIP L.P.
By: Lazard Freres Real Estate Investors L.L.C.,
its general partner
By: /s/ John A. Moore
---------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LAZARD FRERES REAL ESTATE INVESTORS L.L.C.
By: /s/ John A. Moore
---------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer
LAZARD FRERES & CO. LLC
By: /s/ Scott D. Hoffman
--------------------------
Name: Scott D. Hoffman
Title: Managing Director
LFSRI II ASSISTED LIVING LLC
By: LF Strategic Realty Investors II L.P.,
its managing member
By: Lazard Freres Real Estate Investors L.L.C.
its general partner
By: /s/ John A. Moore
------------------------
Name: John A. Moore
Title: Managing Principal and Chief
Financial Officer